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HomeMy WebLinkAbout21-1443RESOLUTIONNO. 21-1443 A RESOLUTION OF THE CITY OF DENTON, TEXAS AUTHORIZING THE INTERIM CiTY MANAGER, OR HER DESIGNEE, TO APPROVE A CONTRACT WITH “FLOCK GROUP, INC.”, DBA “FLOCK SAFETY”, TO GRANT THE DENTON POLICE DEPARTMENT ACCESS TO THE FLOCK SAFETY SECURE DATABASE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton Police Department has historically received voluminous reports of property-based crimes within the City of Denton; and WHEREAS, a substantial portion of these reports do not provide any suspect(s) or suspect vehicle(s) description because of the lack of eyewitness accounts or video monitoring systems; and WHEREAS, the thorough and successful investigation of property crimes depends primarily on the collection of actionable intelligence, used to identify actual or potential suspects; and WHEREAS, FLOCK SAFETY provides a secure database of historical license plate scans and associated digital images, collected from privately leased FLOCK systems; and WHEREAS, FLOCK SAFETY grants law enforcement agencies access to this secure database for the purposes of official police investigations, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The Interim City Manager, or her designee, is hereby authorized to execute on behalf of the City of Denton the Contract with FLOCK SAFETY that grants the Police Department access to the FLOCK SAFETY secure database, attached hereto as Exhibit “ A” , and made a part hereof by reference and is hereby approved. SECTION 2: if any one or more sections or clauses of this Resolution is judged to be unconstitutional or invalid, such judgement shall not affect, impair, or invalidate the remaining provisions of this Resolution and the remaining provisions of this Resolution shall be interpreted as if the offending section or clause never existed. SECTION 3: That this Resolution shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by =-aSsamI'. and seconded by P&a \ N\e_\ baC ; the ordinance was passed and approved by the following vote n- (b]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Jesse Davis. District 3 : Alison Maguire, District 4: Deb Auuintor, At Large Place 5: Paul Mekzer, At Large Place 6: I „/ .,/ \r ,f/ V/ PASSED AND APPROVED this the ?_JI day of , 2021 au/, GERARD HUDSPETH. MAYOR ArrEST: ROSA RIOS. CITY SECRETARY A\11111111D _ ZZm .Z7£$/2, APPROVED AS TO LEGAL FORM: CATHERINE CLIFTON INTERIM CITY ATTORNEY £mmA£LEa&nA=LSHABINGEHWEWELWWBgIL©W aHULQWLQLnEWQbUXA£ This Contract for Data Sharing (this 'CONFRAa) is mIned into by and betweal Flock Group, Inc with a plme of busin®s d 2588 vnnslow Drive, Atlmt8, GA 30305 (''Flock”) md the City of lkntoa, Texas (''Agucy") (e@h 8 -Party, md togEther, the "Parties-) For the purpos® of the coNrRAcr, all refermces to the ''Agcacy” raMs to the Iba&>n Police Depwbnent. Whereas, the Agency dedrw to m®s Flock's technok8y platform (the ''Flock Service=') in ordn to view and w©ch videos rworded by Flock (“Rnordhgp) which are stored for no longu than 30 dw's, utilizing its softw©e for artomadc license plate detection; When®, Flock dains to sh no such vi&os with the Agency pursuant to the following terms md conditions. 1.Parpose. To allow the Agency to utilin the Flock Sewiws for the following purpose: [to Bda aw@eness with respect to the cmmunities for which they serve to protect] (the --Perpose-). 2.Accas Rigrts to Flock Sewiou. Subject to the terms and condidons contained in this COIVFRACF, Flock hereby grmts to Away a non#nlusive, non-transferable right to mens the features and functions of the Flock Service dwing the Term (as defined below), solely for use by Authodnd Usn in mcordanoe with the terms and conditions herein. For purposes of this COIfFRACT, HAuthorind UscrsP will meal employees, agents, or omcns of Agency accasing or using the Flock Servioes for the Purpose. Agency acknowledgw and agrees that, as between Agency and Flock, Agency shall tn responsible for all nts and omissions of Authorized Users, and any M or omission by m Authorized Us@ which, if undertaken by Agarcy, would constitute a brenh of this CONFRACT, graII tn demed a bn ah of this CONTRACr by Agency. Agency shaH undertake reasonable eacxt3 to make all Authuind Usns aw©e of the provisions o–f this CONFRACT as applicable to such Authori ad User's use of the Flock Service and shall curse Authorized Users b comply with such provisions. 3.Restrictions on Use. Agaray will not, and will not permit my Authorized Us©s or any third party to, (i) copy or duplicate any of the Flo& Swvioe; (ii) deoompile, disassemble, reverse argim or odInwise attempt to obtain orper€eive the www code &on which any software componart of my of the Flock SeNioe is compiled or interpreted; (iii) modib', alt% or tamper with any of the Flock Service, or create any duiv8ttve padua from any of the foregoing; (ii) interfne or attempt to interfue in my manner with the functionality or proper working of any of the Flock Servioe; (v) rmove, obscure, or alter my notioe of any iatellectual property or proprietary right appearing on or oontdned within @ly of the Flock Service; or (vi) assign, sublicense, sell, rwell, le®e, rent or ott@wise transfer or convey, or pledge as swurity or othmwise encumber, Agency-s rights undu.ections 2 4.Ownership. As between the Partiw, subject to the rights granted in this CONFRACr, Flock md its liemsors retain all right, title and intaest in and to the Flock Service, md its components arxl any Recordings or data provided by Flock through the Flock Swvice, and Agency acknowledga that it neither owns nor acwires any alditional ri£hts in md to the foregoing not oipressly grant<1 by this CObFFRACF. Agmw further acknowledges that Flock mains the right to use the fuegoiw for ary purpose in FIcnt-s sole dinlotion. TIme are no implied rights. 5.LawRrl Usc Notwithstanding the provisions of Paragraph 4, the Agarcy, as a govanmental law enfacwent entity, is arthorizet! to use and share rwordings or data provided by Flock with other law enfwwment Honda or pmncutorial authorities for criminal investigations and prosecutions. Doing so is not consid©ed a breach of this CONFRACF. 6.Use of Flock Penoand. As a law enforwment Agency, the noordiIBS and data shared by Flock nor be used h uiminal proswutions. Flock 8grea that it will make its officers, agents, or employow available to testify in aiminal pru=outions should the pmswuting authority detumine theh testunony is necessary. DocLFner& Ron NP16FbYNDCAEWJ48QSW FIHelaf4 7.Financial Impliutions to A:Bmw. No 6nmcial oanmitrnmt by Agency is mquhed to 8m®s the Flock Sewi®s or Rmordings. 8. Term; Termination. A. Term. This CONTRACT will commence onae executed by tx)th parti® ard shall continue for a paid of [5] yews. B.Termiaation. FlocA mv terminate this COVFRACF for its convaience, aId in its sole discntia\ by providing Agmay thirty (30) days prior written notiee of tarrnination Agency mv terminate this cobFrRACF for its convenience, and in its sole disaetion, by poviding Agency ninety (90) days prior written notiee of tamindion. Either pay mw terminate this CONtRACT upon written notice if the other party has brwhed a material terra of this CONTRACr and has not cured such breach within thirty (30) days of rw€ipt of notice from the non-bnuhhB party speci b,ing the benE Upon termination of this CONFRACF, Agency will immediately cem all use of Flock Swvices. 9.Indemnificadon. Each Party b this CONFRACF shall assume the responsibility and habihty fu the acts and omissions of its own mployoa, deputies, o£6 ars, or 8gmts, in connection with the performance of their of6cial duties undw this coNrRAc;F. For tort liability purposes, no participating Party shall tn considered the agmt of the othu pnticipating Party. Each Party to this CONTRACF shall tn liable (if a dll) only for the torts of its own o£6cers, agents, or wploy®s that wcw within the scope of their o£ncial duties. Under no cinrmstanees shall this CONIRACF be interpreted to create a p@amship or agency relationship between the Parties. 10, Limitation of Liability. A.For the purpose of this CONTRACT, an 'K)CCURRENCE” means the nse ef FI@ck Scnica by the Agency in connection with a specific law uforment investigation. B.Additional Insand: FLOCK SHALL MAINTAIN A COMMERCiAL UABiLrFY INSURANCE POLICY IN THE AMOUivr OF AT IEAST SI,000,000.00. FLOaK AGREES TO ADD THE crrY OF DENTON AS ANADDrriONAL UVSURED TO THAT POLICY FOR lIABILrrY PURPOSES ARisnvG UNDER THIS coNiRAcr. C.Limitation oa Dina Damages. IN NO EVENT SHALL FLOCK’S LIABILfW EXCEED sl,000,000 PER PERSON, OR 53,000,000 AGGREGATE mABtLW PER OCCURRENCE, IF ANY, ARISHVG orr OF OR IN ANY WAY RELATED TO THIS CONFRACr. wrrHOur REGARD TO WHETXER SUCH CLAm IS BASED nf coNiRAcr, TORT (iNCLUDnvG NEGLIGENCE), PRODUCT LIABILIW OR OTHERWISE. D.Connqumdal Damages. IN NO EVENT SHALL FLOCK OR HS LICENSORS OR SUPPLIERS AGGREGATE LIABILITY, IF ANY, FOR INDIRECT, SPECIAL, PUNmVE OR CONSEQUENTIAL DAMAGES, INCLUDING, wrrHOur LIMrrATION. LOSS OF DATA OR LOSS OF PROFTIS, wrrHotrr REGARD TO WHETHER SUCH CLAIM IS BASED UV coNiRAcr, TORT (iNCLUDnYG NEGLIGENCE), PRODUCT LIAB]Lrw OR OTHERWISE, nKCEED Sl,000,$00.00 PER PERSON OR 83,0004)00 PER OCCURRENCE. [kxxxn€1t Rat NPK6Ft-YNDCA,ESAJJ4 sasw Pa9e2af4 11. Confideati8lity. A.Obligations. Each of the parti® a8rws to maintain in conadmce my non-public information of the odIn party, whdhn written or odI@wise, disclosed by the other Party h the course of perfmmance of this CONFRACr that a party knows or reasonably should know is oonsidaed confidential by the disclosing party ("Confidential Information"). The pntiw hereby agree that Confidential krformation includn the terms and conditions of this CONFRACF, and any diwussions rela<1 thereto as well as the Flock Swvi®s. The rweiving party shall not disclose, use, trmwit, inform or make available to any entity, person or body any of the Corr6dWial Information, accept as a necessary part of performhB its obligations hnelmdn, md shall take all such actions as are reasonably necessary and appmpdate to prwerve md pmea the Confidmtial Information and the parti®' nspwtive rights thaein, at all tima exenidng at least a reasonable level of one. Each party agrees to nsaict m®s to the Confidential Information of the otim party to those wplayea or emts who require news Inordnto perform hereunder, and, exwpt as otherwise provided, neithm party shall make Confidarti81 Information available to any other person or entity without the prior wri Wn eonsmt of the odIn party. B.EIclwions. Confidential Information shall not include any information that is (D already known to the rweiving party at the time of the diwlown; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or fdhrn of the rwetving party; (iii) subsequently disclosed to the rweiving party on a non40a6dmtial basis by a third party not having a confidential relationship with the othw party hndo that rightfully acquired such information; or (iv) owmuaicated to a third pan)' by the rweiving party with the express written eonswt of the other party hereto. A dinloswe of Confidential Information that is legally compelled to tn disclond pursuant to a subpoena, summons, oran or othm judicial or gov@nmmtal prmns shall not be eonsidued a breach of this CONtRACT; provided the tweiving party provides prompt notice of any such subpoena, order, or the like to the athe party so that such party will have the opportunity to obtain a protective order or othnwise oppose the diwloswe. C.Asagovunmmta! mtity, Agency is required to comply with requests for information submitted under the Texas Public Information Act (Texas Government Code Chq>ter 554). Should Agency rweive a Public Information Act request for information related to the data sharing authuind by this CONTRACT, it will without <!cIV noti8' Flock so that Flock will have the opportwrity to obtain a protective order or otherwise oppose this disclosure by filiIB objections with the Texas Attorney General's Ofnoe within the stdutory peri cxI set forth in the Act. Miscellaneous. All notioes, rqwsts, demands, or other communications nquind or permitted to be given hereund@ must be in writiIB and must be aldnswd to the parties at their nspwtive addresses set forth below md shall tn domed to have been duly given when (a) delivered in person; (b) sent by facsimile tranmission To the facsimile number below and indicating remilK at the facsimile numtnr wh©e smt; (c) one (1) busin®s day after being deposited with a reputable overnight air courin servioe; or (d) three (3) business days aftu tiring deposited with the United States Postal Sewic% for delivery by certified or registered mdl, postage pro.paid ardmtwn receipt nquwted. This CONFRACF shall tn governed by the laws of the state in which the Agency is located, emluding its conflict of laws nIles. The partiw agree that the United Nations Convention for the Intanational Sale of Goods is excluded in its artinty eun this COVFRACF. DocLm€& Rd NP16FhYNDC+ESA)Jq sasw Pag83d4 IN U ITNESS WHEREOF, Flock and the Agenc\ have caused this C'ONTR ACT to be signed on the date set forth below and be cffccti\ c on the last date 'tl hci fied belt>\\ . Flock Group, Inc.:Agency - Dt8ton Police Department: Frank Dixon hH£Hp==.'nb aIB2nla7iB IHBS4 aswB\ : Frank DixonName:Garrett Landey Name: CEOTitle:Titl,: Chief of Police APPROVED AS 'fO LEGAL Fl )RM: CATt IERINE CI rIFTON INTFRI\4 CITY ATTORNEY J Oocurtent Rd NP+aRFYNDCA£SAIJ4SWW PaH 4 af 4